DEF 14A 1 ef20027753_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

VOLATO GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 29, 2024

Dear Stockholder:

At Volato, we aspire to elevate the private aviation experience. We pride ourselves on delivering the best customer experience, innovative solutions, the utmost transparency, and most of all, safety without compromise, and we appreciate your support and confidence as we take this journey together.

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Volato Group, Inc. (“we,” the “Company” or “Volato Group”). The virtual-only meeting will be held on Thursday, June 20, 2024 at 8:00 a.m., Eastern Time via live webcast, providing stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions.

Under Securities and Exchange Commission rules, we are providing access to the proxy materials for the Annual Meeting to stockholders via the internet. You can access our proxy materials, register for the Annual Meeting (registration opens 15 minutes before the meeting start time) and vote online at www.proxyvote.com. Our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2023 (our "2023 Annual Report") are also available on our website at https://ir.flyvolato.com/ under the “Investor Relations” section. Instructions for accessing our proxy materials and voting are described below and in the accompanying Notice of Annual Meeting. The agenda for the Annual Meeting includes the election of two Class I directors for a three-year term, the approval of the Employee Stock Purchase Plan and the ratification of the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. To attend the Annual Meeting or vote your shares, you will need the control number, which can be found on the Notice of Internet Availability, on your proxy card, or in the instructions accompanying your proxy materials. More details can be found in the accompanying Notice of Annual Meeting and proxy statement.

Your vote is very important. Whether or not you plan to join the virtual Annual Meeting, it is important that your shares be represented. To ensure that your vote is counted, please carefully review the enclosed proxy statement and cast your vote as soon as possible, even if you plan to attend the Annual Meeting. If you are a stockholder of record, you may vote over the internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares. Please cast your vote by one of the available means at your earliest convenience to ensure that your vote will be received in time and counted at the Annual Meeting. Only Volato stockholders of record as the close of business on April 17, 2024 will be entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

At Volato, we seek to provide modern ways to enjoy luxury private jets through efficient and sustainable solutions, and your investment and continuing interest in our efforts are very much appreciated. We hope that you will join us virtually on June 20, 2024.

	Sincerely

	/s/ Matthew Liotta
	Matthew Liotta
	Chair and Chief Executive Officer

VOLATO GROUP, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Time	8:00 a.m., Eastern Time

Date	Thursday, June 20, 2024

Place	The 2024 Annual Meeting of Stockholders of Volato Group, Inc. (the "Annual Meeting") will be conducted virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/SOAR2024, where you will be able to submit questions and vote online during the meeting.

Purpose	(1) To elect each of Nicholas Cooper and Matthew Liotta to serve as a Class I director, until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until such director's earlier death, resignation or removal; (2) To approve the Employee Stock Purchase Plan (the “ESPP”); (3) To ratify the selection of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (4) To transact any other business that may properly come before the meeting or any adjournment thereof.

Record Date	The board of directors has fixed the close of business on April 17, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting.

Meeting Admission	All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to attend the Annual Meeting, you must register in advance at www.proxyvote.com and provide the control number located on the Notice of Internet Availability or proxy card. Upon completing your registration, you will receive further instructions via email.

Voting by Proxy	If you are a stockholder of record, you may vote via the internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

The Notice of Internet Availability (the “Notice”) is being mailed on or about May 6, 2024 to all shareholders entitled to vote at the Annual Meeting. The Notice contains instructions on how to cast your vote via the internet and how to request a paper copy of our proxy materials and our 2023 Annual Report. This proxy statement and our 2023 Annual Report are also available on our website at https://ir.flyvolato.com/ under the “Investor Relations” section and on the SEC’s website at www.sec.gov.

	By order of the Board of Directors,

	/s/ Matthew Liotta
	Matthew Liotta
	Chair and Chief Executive Officer

Chamblee, Georgia

April 29, 2024

Important Notice Regarding the Internet Availability of Proxy Materials for the Company’s 2024 Annual Meeting of Stockholders to Be Held on June 20, 2024: The Notice of 2024 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are each available at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Volato Group, Inc., 1954 Airport Road, Suite 124, Chamblee, Georgia 30341, Attention: Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at www.sec.gov.

Table of Contents


	Page
GENERAL INFORMATION	1

PROPOSAL 1: ELECTION OF DIRECTORS	6

DIRECTORS	7

CORPORATE GOVERNANCE	8

EXECUTIVE OFFICERS	13

EXECUTIVE COMPENSATION	14

DIRECTOR COMPENSATION	18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	20

PROPOSAL 2: APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN	27

PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	31

AUDIT COMMITTEE REPORT	34

STOCKHOLDER PROPOSALS	35

WHERE YOU CAN FIND MORE INFORMATION	35

IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS	35

OTHER BUSINESS	36

APPENDIX A - - VOLATO GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN	A-1

Name	Age	Position(s)	Director Since
Matthew Liotta	45	Chair, Chief Executive Officer and Class I Director	December 2023
Nicholas Cooper	38	Chief Commercial Officer and Class I Director	December 2023

	c/o Volato Group, Inc.
	1954 Airport Road, Suite 124
	Chamblee, Georgia 30341
	United States

Name	Age	Position	Officer Since
Matthew Liotta⁽¹⁾	45	Chief Executive Officer and Director	2021
Nicholas Cooper ⁽¹⁾	38	Chief Commercial Officer and Director	2021
Michael Prachar	54	Chief Operating Officer	2022
Keith Rabin	52	President	2023
Steven Drucker	53	Chief Technology Officer	2022
Mark Heinen	54	Chief Financial Officer	2023

Name and principal position	Year	Salary ($)	Bonus ($)	Option Awards ($)⁽¹⁾	Other⁽²⁾	Total ($)
Matthew Liotta Chair and Chief Executive Officer	2023	215,208	-	-	5,041	220,249
Matthew Liotta Chair and Chief Executive Officer	2022	148,333⁽³⁾	-	7,381	4,098	159,812
Keith Rabin President⁽⁴⁾	2023	252,604	-	104,448	13,720	370,772
Keith Rabin President⁽⁴⁾	2022	154,688⁽⁵⁾	-	12,192	6,272	173,152
Nicholas Cooper Chief Commercial Officer⁽⁶⁾	2023	207,847	-	-	10,392	218,239
Nicholas Cooper Chief Commercial Officer⁽⁶⁾	2022	153,333	-	-	4,292	157,625

	Option Awards
Name	Number of securities underlying unexercised options (#) Exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date
Matthew Liotta	146,901		$0.16	03/10/2027
Keith Rabin	-	31,442	$8.40	11/26/2033
	242,657	-	$0.14	11/15/2032
	239,053⁽¹⁾	-	$0.14	05/18/2032
Nicholas Cooper	-	-	-	-

Name	Cash Fees ($)	Option awards ($)(1)	Total ($)
Joan Sullivan Garrett⁽²⁾	8,958	-	8,958
Michael D. Nichols⁽³⁾	6,972	-	6,972
Peter Mirabello⁽⁴⁾	6,042	-	6,042
Dana Born⁽⁵⁾	7,292	-	7,292
Katherine Arris Wilson⁽⁶⁾	7,385	-	7,385
Robert George⁽⁷⁾	-	156,700	156,700

Name of Beneficial Owner	Number of shares of Common Stock Beneficially Owned	Percentage of shares of outstanding Common Stock
Greater than 5% Stockholders:
PROOF Acquisition Sponsor I, LLC⁽¹⁾	5,507,813	18.82%
Vellar Opportunities Fund Master, Ltd.⁽²⁾	1,512,946	5.17%

Named Executive Officers and Directors:⁽³⁾
Matthew Liotta⁽⁴⁾	5,026,332	17.18%
Nicholas Cooper⁽⁵⁾	3,466,153	11.85%
Keith Rabin⁽⁶⁾	271,162	*
Christopher Burger⁽⁷⁾	8,813	*
Fred Colen	-	*
Michael Nichols⁽⁸⁾	44,069	*
All directors and named executive officers as a group (6 individuals)	8,816,529	30.13%

Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (#)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation (#)
Equity Compensation Plans Approved by Security Holders	2,359,922⁽¹⁾	1.31	5,608,690⁽²⁾
Equity Compensation Plans Not Approved by Security Holders
Total	2,359,922	1.31	5,608,690

	Year Ended December 31,
Fee Category	2023		2022
Audit Fees	$	250,000	$	110,000
Audit Related Fees		79,500		-
Tax Fees		-		-
Other Fees		-		-
Total	$	329,500	$	110,000

	Respectfully submitted,

	AUDIT COMMITTEE

	Fred Colen, Chair

	Christopher Burger

	Katherine Arris-Wilson*

	Dana Born*

	Peter Mirabello*

SEC Form DEF 14A filed by Volato Group Inc.